-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QRmRSpD79S5uwLXHkNboou++ycjwbyC26WThVxnPLeysgfS9hbM5CM05IDms5G7l JRiwSSjzIAtmR6XXkdI3ow== 0001043321-98-000004.txt : 19980113 0001043321-98-000004.hdr.sgml : 19980113 ACCESSION NUMBER: 0001043321-98-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980112 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE IMAGING INC /DE/ CENTRAL INDEX KEY: 0000817135 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 330239910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39485 FILM NUMBER: 98504823 BUSINESS ADDRESS: STREET 1: 1065 N PACIFICENTER DR STREET 2: STE 200 CITY: ANAHEIM STATE: CA ZIP: 92806-2131 BUSINESS PHONE: 7146883321 MAIL ADDRESS: STREET 1: 1065 N PACIFICENTER DR STREET 2: STE 200 CITY: ANAHEIM STATE: CA ZIP: 92806-2131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GE FUND CENTRAL INDEX KEY: 0001043321 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 86431 BUSINESS PHONE: 2033732211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 86431 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 ) ALLIANCE IMAGING, INC. ---------------------- (Name of Issuer) Common Stock, $0.01 Par Value ----- (Title of Class of Securities) 018606-10-3 ------------------------------------- (CUSIP Number of Class of Securities) ELIZA FRASER, ESQ. ------------------ GE FUND ------- 3135 EASTON TURNPIKE -------------------- FAIRFIELD, CT 06431 ------------------- (203) 373-2442 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 18, 1997 ----------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. SCHEDULE 13D CUSIP No.018606-10-3 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GE Fund I.R.S. #22-2621967 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of funds Not applicable 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization New York Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 0 9. Sole Dispositive Power 0 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 0.0% 14. Type of Reporting Person CO Item 1. Security and Issuer This amendment amends a statement on Schedule 13D relating to the Common Stock, $0.01 par value per share ("Common Stock"), of Alliance Imaging, Inc., a Delaware corporation ("Alliance"), filed with the Securities and Exchange Commission on August 1, 1997. This amendment reports the conversion and surrender to Alliance of 3,000,000 shares of Alliance's Common Stock owned by GE Fund (the "Fund" or "Reporting Person"). The principal executive offices of Alliance are located at 3111 North Tustin Avenue, Orange, California 92865. Item 2. Identity and Background. This statement is filed by the Fund, a New York corporation (the "Fund" or the "Reporting Person"), having its principal executive offices at 3135 Easton Turnpike, Fairfield, CT. The Fund is a corporation under the not-for-profit corporation laws of the State of New York. The Fund principally invests its funds for charitable, scientific, literary and/or educational purposes. For information with respect to the identity and background of each director and executive officer of the Fund, see Schedule I attached hereto. During the last five years, neither the Fund nor, to the best of its knowledge, any person identified on Schedule I has (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body or competent jurisdiction as a result of which the Fund or such person, as the case may be, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. All persons identified on Schedule I are United States citizens. Item 3. Source and Amount of Funds and Other Consideration Not applicable. Item 4. Purpose of Transaction On December 18, 1997, all 18,000 shares of Alliance's Series D 4% Cumulative Redeemable Convertible Preferred Stock (the "Series D Preferred Stock") owned by the Fund were converted into 3,000,000 shares (the "Conversion Shares") of Alliance's Common Stock (the "Common Stock Conversion"). Immediately following the Common Stock Conversion: (i) the Conversion Shares were converted into the right to receive $11.00 per share in cash (the "Cash Merger Price") pursuant to an Agreement and Plan of Merger between Newport Investment LLC and Alliance dated as of July 23, 1997, as amended (the "Merger Agreement") and (ii) the Fund surrendered the Conversion Shares to Alliance and received the Cash Merger Price pursuant to the terms of the Merger Agreement. The Merger Agreement is incorporated by reference herein to Exhibit 2.2 to Alliance's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 1, 1997. The Fund may change its current intentions, acquire additional Common Stock or rights that are convertible into or exercisable for Common Stock or take any other action with respect to Alliance or any of its debt or equity securities in any manner permitted by law. Other than as set forth herein, the Fund has no current plans which relate to or would result in any of the events described in Items (a) through (j), inclusive, of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) Not applicable. (b) Not applicable. (c) The responses set forth in Item 4 are incorporated herein. (d) Not applicable. (e) The Fund ceased to be the beneficial owner of more than five percent of the Common Stock on December 18, 1997. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not applicable. Item 7. Material to be Filed as Exhibits None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GE FUND By: /S/ JANE POLIN ------------------- Name: Jane Polin Title: Comptroller Schedule I GE Fund DIRECTORS OFFICERS Dennis D. Dammerman-Chairman Dolores Cross President William F. Conaty Michael J. Cosgrove Treasurer Joyce Hergenhan Jane L. Polin Comptroller Lloyd G. Trotter Eliza W. Fraser Counsel Francis S. Blake Benjamin W. Heineman, Jr. Steven Kerr
NAME PRESENT BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION D.D. Dammerman General Electric Company Senior Vice President- 3135 Easton Turnpike Finance- GE Fairfield, CT 06431 W.J. Conaty General Electric Company Senior Vice President - 3135 Easton Turnpike Human Resources- GE Fairfield, CT 06431 B.W. Heineman, Jr. General Electric Company Senior Vice President - 3135 Easton Turnpike General Counsel Fairfield, CT 06431 and Secretary-GE L.G. Trotter General Electric Company President - 41 Woodford Avenue GE Electrical Plainville, CT 06062 Distribution and Control Joyce Hergenhan General Electric Company Vice President- Corporate 3135 Easton Turnpike Public Relations-GE Fairfield, CT 06431 Francis S. Blake GE Power Systems Vice President-General Counsel- 1 River Road GE Power Systems Schenectady, NY 12345 Steven Kerr General Electric Company Vice President-GE Corporate GE Crotonville Leadership Development Old Albany Post Road Ossining, NY 10562 Dolores Cross General Electric Company President - GE Fund 3135 Easton Turnpike Fairfield, CT 06431 Michael J. Cosgrove General Electric Investment Corporation Director-General Electric GE Investment Management, Inc. Investment Corporation 3003 Summer StreetP.O. Box 7900 Stamford, CT 06905 Jane L. Polin General Electric Company Program Manager-Corporate Contributions- 3135 Easton Turnpike GE Fairfield, CT 06431 Eliza W. Fraser General Electric Company Associate Corporate Counsel - GE 3135 Easton Turnpike Fairfield, CT 06431
The IRS number for GE Fund is 22-2621967 -----END PRIVACY-ENHANCED MESSAGE-----